Performant Healthcare Inc. Files 8-K with Major Corporate Changes

TL;DR

Performant Healthcare Inc. 8-K: Termination of agreement, acquisition/disposition, possible delisting, control change, officer/director changes, bylaws amended.

AI Summary

Performant Healthcare Inc. filed an 8-K on October 21, 2025, reporting several significant events. These include the termination of a material definitive agreement, completion of an acquisition or disposition of assets, and potential notice of delisting or failure to meet listing standards. The filing also indicates material modifications to security holder rights, changes in control of the registrant, and changes in directors or officers, alongside amendments to its articles of incorporation or bylaws.

Why It Matters

This 8-K filing signals significant corporate restructuring and potential listing issues for Performant Healthcare Inc., which could impact its stock price and investor confidence.

Risk Assessment

Risk Level: high — The filing indicates multiple significant events including potential delisting, changes in control, and termination of agreements, all of which carry substantial risk.

Key Players & Entities

• Performant Healthcare Inc. (company) — Registrant
• 0001550695 (company) — Central Index Key
• NASDAQ (company) — Listing Exchange
• 20251021 (date) — Report Date

FAQ

Key Financial Figures

• $0.0001 — , each share of common stock, par value $0.0001 per share, of the Company (collectively
• $7.75 — unt in cash, without interest, equal to $7.75 (the "Merger Consideration"). As of im

Filing Documents

• ef20057448_8k.htm (8-K) — 53KB
• ef20057448_ex3-1.htm (EX-3.1) — 31KB
• ef20057448_ex3-2.htm (EX-3.2) — 67KB
• 0001140361-25-038741.txt ( ) — 309KB
• phlt-20251021.xsd (EX-101.SCH) — 4KB
• phlt-20251021_lab.xml (EX-101.LAB) — 22KB
• phlt-20251021_pre.xml (EX-101.PRE) — 16KB
• ef20057448_8k_htm.xml (XML) — 4KB

02

Item 1.02. Termination of a Material Definitive Agreement. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02. In connection with the consummation of the Merger, on the Closing Date, the Company terminated all outstanding commitments, including commitments to issue letters of credit, under the Credit Agreement, dated as of October 27, 2023, as amended (the " Company Credit Agreement"), by and between the Company, the lenders party thereto from time to time and Wells Fargo Bank, National Association, as agent. In connection with the termination of the Company Credit Agreement, all outstanding obligations for principal, interest and fees under the Company Credit Agreement were paid in full, and all liens and guarantees related thereto were released and terminated.

01

Item 2.01. Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note and under Item 3.03, Item 5.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. At the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.0001 per share, of the Company (collectively, the "Shares") issued and outstanding immediately prior to the Effective Time (other than any Shares held by (i) the Company as treasury stock or held directly by Parent or Merger Sub (or any direct or indirect wholly owned subsidiaries of the Company, Parent, or Merger Sub) or (ii) stockholders who have not voted in favor of, or consented in writing to, the adoption and approval of the Merger Agreement, and who are entitled to and have properly demanded appraisal of such Shares in accordance with Section 262 of the DGCL) was cancelled and converted into the right to receive an amount in cash, without interest, equal to $7.75 (the "Merger Consideration"). As of immediately prior to the Effective Time, each option to purchase Shares (each, a "Company Stock Option"), whether vested or unvested, that was outstanding immediately prior to the Effective Time, was canceled and converted into the right to receive (without interest) a lump sum cash payment (less applicable withholding taxes), equal to the product of (i) the total number of Shares underlying such Company Stock Option multiplied by (ii) the excess, if any, of the Merger Consideration over the per share exercise price of such Company Stock Option. As of immediately prior to the Effective Time, each restricted stock unit award (or portion thereof) subject to time-based vesting restrictions, whether vested or unvested, that was outstanding immediately prior to the Effective Time (each, a "Company RSU") was automatically canceled in consideration for the right to receive a lump sum cash payment (less applicable with

01

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01. On the Closing Date, the Company notified The Nasdaq Stock Market LLC ("Nasdaq") of the consummation of the Merger and requested that Nasdaq file with the SEC a Form 25 Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to delist the Company's Shares from Nasdaq and deregister the Company's Shares under Section 12(b) of the Exchange Act. Trading of the Company's Shares on Nasdaq was halted prior to the opening of trading on the Closing Date. The Company intends to file with the SEC a Certification and Notice of Termination on Form 15 to deregister the Company's Shares and suspend the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

03

Item 3.03. Material Modification to Rights of Security Holders. The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03. As a result of the Merger, each of the Company's Shares that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was cancelled and converted automatically, at the Effective Time, into the right to receive the Merger Consideration. Accordingly, at the Effective Time, the holders of the Company's Shares ceased to have any rights as stockholders of the Company, other than the right to receive the Merger Consideration.

01

Item 5.01. Change in Control of Registrant. The information set forth in the Introductory Note and Items 2.01, 3.01, and 5.03 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.01. As a result of the Merger, at the Effective Time, a change in control of the Company occurred and the Company became a wholly-owned subsidiary of Parent.

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.02. In connection with the Merger, as of the Effective Time, Lisa C. Im, James LaCamp, William D. Hansen, Shantanu Agrawal, Eric Yanagi, Bradley M. Fluegel and Simeon Kohl each resigned from the board of directors of the Company (the " Company Board") and from any and all committees thereof on which they served and ceased to be directors of the Company. At the Effective Time, in accordance with the terms of the Merger Agreement, (i) the directors of Merger Sub immediately prior to the Effective Time, David Pierre and TG Ganeshan, became the directors of the Surviving Corporation and (ii) the officers of Merger Sub immediately prior to the Effective Time became the officers of the Surviving Corporation.

03

Item 5.03. Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year. The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. Pursuant to the Merger Agreement, at the Effective Time, the Company's certificate of incorporation and by-laws were amended and restated in their entirety. Copies of the Fourth Amended and Restated Certificate of Incorporation and the Third Amended and Restated By-laws are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 2.1* Agreement and Plan of Merger, by and among Parent, Company and Merger Sub, dated July 31, 2025 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed August 1, 2025). 3.1 Fourth Amended and Restated Certificate of Incorporation of Performant Healthcare, Inc. 3.2 Third Amended and Restated By-Laws of Performant Healthcare, Inc. 104 Cover Page Interactive Data File (formatted as Inline XBRL) * All schedules to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 21, 2025 PERFORMANT HEALTHCARE, INC. By: /s/ Rohit Ramchandani Rohit Ramchandani Chief Financial Officer

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View this 8-K filing on SEC EDGAR